<PAGE>   1
                                                                    EXHIBIT 10.4


                            DELL COMPUTER CORPORATION
                           DEFERRED COMPENSATION PLAN







                              AMENDED AND RESTATED
                         EFFECTIVE AS OF JANUARY 1, 2001


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                               Table of Contents

<TABLE>
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Article I.        Definitions and Construction................................1
1.1      Definitions..........................................................1
         (1)      Account(s)..................................................1
         (2)      Affiliate...................................................1
         (3)      Base Salary.................................................1
         (4)      Base Salary Deferrals.......................................2
         (5)      Bonus.......................................................2
         (6)      Bonus Deferrals.............................................2
         (7)      Bonus Year..................................................2
         (8)      Change of Control...........................................2
         (9)      Code........................................................3
         (10)     Committee...................................................3
         (11)     Company.....................................................3
         (12)     Company Credits.............................................3
         (13)     Company Credits Account.....................................3
         (14)     Compensation................................................4
         (15)     Compensation Deferrals......................................5
         (16)     Compensation Deferrals Account..............................5
         (17)     Directors...................................................5
         (18)     Disability..................................................5
         (19)     Effective Date..............................................5
         (20)     Election Date...............................................5
         (21)     Employee....................................................6
         (22)     Employer or Participating Employer..........................6
         (23)     ERISA.......................................................6
         (24)     Investment Fund(s)..........................................6
         (25)     Participant.................................................6
         (26)     Plan........................................................6
         (27)     Plan Year...................................................6
         (28)     Retirement Date.............................................6
         (29)     Trust or Trust Fund.........................................6
         (30)     Trust Agreement.............................................6
         (31)     Trustee.....................................................6
         (32)     Unforeseeable Financial Emergency...........................6
         (33)     Valuation Dates.............................................7
         (34)     Vested Interest.............................................7
         (35)     Vesting Service.............................................7

1.2      Number and Gender....................................................7
1.3      Headings.............................................................7

Article II.       Participation...............................................7
2.1      Participation........................................................7
</TABLE>


                                        i
<PAGE>   3

                               Table of Contents
                                  (continued)

<TABLE>
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2.2      Termination of Participation.........................................8
2.3      Reemployment of a Participant........................................8

Article III.      Contributions...............................................8
3.1      Participant Compensation Deferrals...................................8
3.2      Company Credits.....................................................10

Article IV.       Allocations to Participant Accounts........................11
4.1      Individual Accounts.................................................11
4.2      Investment of Accounts..............................................11
4.3      Allocation of Net Income or Loss and Changes in Value...............11

Article V.        Hypothetical Investment of Accounts........................11
5.1      Hypothetical Investment of Accounts.................................11
5.2      Designation of Investment Funds.....................................12

Article VI.       Vested Interest............................................12
6.1      Vesting of Compensation Deferrals Account...........................12
6.2      Vesting of Company Credits Account..................................12
6.3      Forfeitures.........................................................13

Article VII.      In-Service Withdrawals and Loans...........................13
7.1      In-Service Withdrawals..............................................13
7.2      Involuntary Distributions...........................................14
7.3      No Loans............................................................14

Article VIII.     Plan Benefits..............................................14
8.1      Plan Benefit........................................................14
8.2      Events Entitling Payment of Benefit.................................14
8.3      Payee and Time of Payment...........................................15
8.4      Alternative Forms of Benefit Payments...............................15
8.5      Designation of Beneficiaries........................................16
8.6      Payer of Benefits...................................................17
8.7      Unclaimed Benefits..................................................17

Article IX.       Administration of Plan.....................................17
9.1      Appointment of Committee............................................17
9.2      Term, Vacancies, Resignation, and Removal...........................17
9.3      Self-Interest of Committee Members..................................17
9.4      Committee Powers and Duties.........................................18
9.5      Claims Review.......................................................18
</TABLE>


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                               Table of Contents
                                  (continued)
<TABLE>
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9.6      Company to Supply Information.......................................19
9.7      Indemnity...........................................................19

Article X.        Purpose and Unfunded Nature of the Plan....................20
10.1     Purpose of Plan.....................................................20
10.2     Unfunded Nature of Plan.............................................20
10.3     Funding of Obligation...............................................20

Article XI.       Participating Entities.....................................21
11.1     Designation of Participating Entities...............................21

Article XII.      Miscellaneous..............................................22
12.1     Not Contract of Employment..........................................22
12.2     Alienation of Interest Forbidden....................................22
12.3     Withholding.........................................................22
12.4     Amendment and Termination...........................................22
12.5     Severability........................................................23
12.6     Governing Laws......................................................23
</TABLE>


                                       iii
<PAGE>   5

                            DELL COMPUTER CORPORATION
                           DEFERRED COMPENSATION PLAN


         Dell Computer Corporation, a corporation organized and existing under
the laws of the State of Delaware (the "Company"), hereby restates the Dell
Computer Corporation Deferred Compensation Plan (the "Plan"), such restatement
to be effective as of January 1, 2001, except as otherwise provided herein;

                                   WITNESSETH:

         WHEREAS, the Company wishes to promote in certain of its highly
compensated employees, and those of its affiliates, the strongest interest in
the successful operation of the business and increased efficiency in their work,
to align the financial interests of such employees with those of Company
shareholders and to provide an opportunity for accumulation of funds for their
retirement; and

         WHEREAS, the Plan was initially adopted effective May 1, 1991, and
previously has been amended and restated effective as of April 1, 1996 and
January 1, 1999; and

         WHEREAS, it is intended that the Plan be "unfunded" for purposes of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") and not be
construed to provide income to any participant or beneficiary under the Internal
Revenue Code of 1986, as amended (the "Code") prior to actual receipt of
benefits hereunder;

         NOW THEREFORE, the Plan is hereby restated in its entirety as follows
with no interruption in time, effective as of January 1, 2001, except as
otherwise indicated herein:


                                   ARTICLE I.
                          DEFINITIONS AND CONSTRUCTION

1.1      DEFINITIONS. Where the following words and phrases appear in the Plan,
         they shall have the respective meanings set forth below, unless their
         context clearly indicates to the contrary.

         (1)      ACCOUNT(S): A Participant's Compensation Deferrals Account and
                  Company Credits Account, if any.

         (2)      AFFILIATE: Each trade or business (whether or not
                  incorporated), which together with Dell Computer Corporation
                  would be deemed to be a "single employer" within the meaning
                  of Code Section 414(b), (c), (m), or (o).

         (3)      BASE SALARY: A Participant's gross base salary payable in the
                  ordinary course of business under the Company's payroll system
                  and not any periodic bonuses.


                                       -1-
<PAGE>   6
         (4)      BASE SALARY DEFERRALS: Base Salary deferred by a Participant
                  pursuant to Section 3.1.

         (5)      BONUS: The Annual Incentive Compensation Bonus, if any, paid
                  in cash by the Company to or for the benefit of a Participant
                  for services rendered or labor performed while a Participant.
                  For purposes of this Plan, the term Bonus expressly excludes
                  any bonuses received under any other compensation or bonus
                  plan sponsored by the Company.

         (6)      BONUS DEFERRALS: Bonus deferred by a Participant pursuant to
                  Section 3.1.

         (7)      BONUS YEAR: The period ending on the last day of each fiscal
                  year; provided, however, that the Bonus Year may be changed by
                  the Committee to reflect the twelve month period used by the
                  Company under the Annual Incentive Compensation Bonus program
                  for each group of Eligible Employees hereunder, if any.

         (8)      CHANGE OF CONTROL: The earliest to occur of any of the
                  following:

                  (a)      The acquisition by any person of beneficial ownership
                           (within the meaning of Rule 13d-3 promulgated under
                           the Securities Exchange Act of 1934 ("Exchange Act"))
                           of 20% or more of either (i) the then outstanding
                           shares of stock or (ii) the combined voting power of
                           the then outstanding voting securities of Dell
                           Computer Corporation; provided, however, that for
                           purposes of this Paragraph (a), the following
                           acquisitions shall not constitute a Change of
                           Control: (i) any acquisition directly from Dell
                           Computer Corporation, (ii) any acquisition by Dell
                           Computer Corporation, (iii) any acquisition by any
                           employee benefit plan (or related trust) sponsored or
                           maintained by Dell Computer Corporation or any
                           corporation controlled by Dell Computer Corporation,
                           (iv) any acquisition by Mr. Michael S. Dell, his
                           "affiliates" (as defined in Rule 12b-2 promulgated
                           under the Exchange Act) or "associates" (as defined
                           in Rule 12b-2 promulgated under the Exchange Act),
                           his heirs, or any trust or foundation to which he has
                           transferred or may transfer stock (collectively,
                           "Michael Dell"), or (v) any acquisition by any
                           corporation pursuant to a transaction which complies
                           with clauses (1), (2), and (3) of Paragraph (c) of
                           this Section 1.1(6); or

                  (b)      Individuals who constitute the Incumbent Board (as
                           later defined) cease for any reason to constitute at
                           least a majority of the Directors; or

                  (c)      Approval by the stockholders of Dell Computer
                           Corporation of a reorganization, merger, or
                           consolidation, or sale or other disposition of all or
                           substantially all of the assets of Dell Computer
                           Corporation, or the acquisition of assets of another
                           corporation (a "Business Combination"), unless
                           following such Business Combination (i) all or
                           substantially all of the persons who were the
                           beneficial owners, respectively, of the outstanding
                           stock and outstanding voting securities of Dell
                           Computer Corporation immediately prior to such
                           Business Combination beneficially own, directly


                                       -2-
<PAGE>   7
                           or indirectly, immediately following such Business
                           Combination more than 60% of the then outstanding
                           shares of common stock and more than 60% of the
                           combined voting power of the then outstanding voting
                           securities entitled to vote generally in the election
                           of directors of the corporation resulting from such
                           Business Combination (including, without limitation,
                           a corporation which as a result of such transaction
                           owns Dell Computer Corporation or all or
                           substantially all of Dell Computer Corporation's
                           assets either directly or through one or more
                           subsidiaries), (ii) no person (excluding any employee
                           benefit plan (or related trust) of Dell Computer
                           Corporation, such corporation resulting from such
                           Business Combination, and Michael Dell) beneficially
                           owns, directly or indirectly, 20% or more of the then
                           outstanding shares of common stock of the corporation
                           resulting from such Business Combination or 20% or
                           more of the combined voting power of the then
                           outstanding voting securities of such corporation
                           except to the extent that such ownership existed
                           prior to the Business Combination, and (iii) at least
                           a majority of the members of the board of directors
                           of the corporation resulting from such Business
                           Combination were members of the Incumbent Board (as
                           later defined) at the time of the execution of the
                           initial agreement, or of the action of the Directors,
                           providing for such Business Combination; or

                  (d)      Approval by the stockholders of Dell Computer
                           Corporation of a complete liquidation or dissolution
                           of Dell Computer Corporation.

                  For purposes of this Section, "Incumbent Board" shall mean the
                  individuals who, as of the Effective Date, constitute the
                  Directors; provided, however, that any individual becoming a
                  Director, subsequent to such date whose election, or
                  nomination for election by Dell Computer Corporation's
                  stockholders, was approved by a vote of at least a majority of
                  the Directors then comprising the Incumbent Board shall be
                  considered a member of the Incumbent Board, but excluding, for
                  this purpose, any such individual whose initial assumption of
                  office occurs as a result of an actual or threatened election
                  contest with respect to the election or removal of Directors
                  or other actual or threatened solicitation of proxies or
                  consents by or on behalf of a person other than the Directors.

         (9)      CODE: The Internal Revenue Code of 1986, as amended from time
                  to time.

         (10)     COMMITTEE: The administrative committee appointed by the
                  Directors to administer the Plan.

         (11)     COMPANY: Dell Computer Corporation, a corporation organized
                  and existing under the laws of the State of Delaware, or its
                  successor or successors

         (12)     COMPANY CREDITS: The amount, if any, credited to a
                  Participant's Company Credits Account pursuant to Section 3.2.

         (13)     COMPANY CREDITS ACCOUNT: A hypothetical account for each
                  Participant to which is credited his Company Credits pursuant
                  to Section 3.2, and which is credited with


                                       -3-
<PAGE>   8

                  (or debited for) such account's allocation of net income (or
                  net loss) as provided in Section 4.3.

         (14)     COMPENSATION: A Participant's Compensation shall include all
                  the items in Section 14(a) below and exclude all the items in
                  Section 14(b) below:

                  (a)      All of the following items shall be included:

                           o        The total of all wages, salaries, fees for
                                    professional services, and other amounts
                                    received by a Participant in cash or in kind
                                    for services actually rendered in the course
                                    of employment with the Employer while a
                                    Participant and an Employee to the extent
                                    such amounts are includable in gross income
                                    (but determined without regard to the
                                    exclusions from gross income under sections
                                    931 and 933 of the Code);

                           o        In the case of a Participant who is an
                                    employee within the meaning of section
                                    401(c)(1) of the Code and the Treasury
                                    regulations thereunder, the Employee's
                                    earned income (as described in section
                                    401(c)(2) of the Code and the Treasury
                                    regulations thereunder) determined without
                                    regard to the exclusions from gross income
                                    under sections 931 and 933 of the Code;

                           o        Foreign earned income (as defined in section
                                    911(b) of the Code) whether or not
                                    excludable from gross income;

                           o        Amounts described in sections 104(a)(3),
                                    105(a), and 105(h) of the Code, but only to
                                    the extent these amounts are includable in
                                    the gross income of the Participant;

                           o        The value of a non-qualified stock option
                                    granted to the Participant by the Employer,
                                    but only to the extent that the value of the
                                    option is includable in the gross income of
                                    the Participant for the taxable year in
                                    which it is granted;

                           o        The amount includable in the gross income of
                                    the Participant upon making an election
                                    described in section 83(b);

                           o        Elective contributions made on a
                                    Participant's behalf by the Employer that
                                    are not includable in income under section
                                    125, section 402(e)(3), section 402(h),
                                    section 403(b), or 457 of the Code; and

                           o        Any amounts that are not includable in the
                                    gross income of a Participant under a salary
                                    reduction agreement by reason of the
                                    application of section 132(f) of the Code.

                  (b)      All of the following items shall be excluded to the
                           extent they would otherwise be included:


                                       -4-
<PAGE>   9

                           o        Reimbursements and other expense allowances;

                           o        Cash and noncash fringe benefits;

                           o        Moving expenses;

                           o        Deferred compensation under any plan or
                                    program other than as specifically included
                                    in Section 1.1(i)(1)(vii);

                           o        Welfare benefits;

                           o        Employer contributions to or payments from
                                    this or any other deferred compensation
                                    program, whether such program is qualified
                                    under section 401(a) of the Code or
                                    nonqualified;

                           o        Amounts realized from the exercise of a
                                    stock option that is not an incentive stock
                                    option within the meaning of section 422 of
                                    the Code;

                           o        Amounts realized at the time restricted
                                    stock or property is freely transferable or
                                    no longer subject to a substantial risk of
                                    forfeiture in accordance with section 83 of
                                    the Code;

                           o        Amounts realized from the sale, exchange,
                                    disqualifying disposition or other
                                    disposition of stock acquired under an
                                    incentive stock option; and

                           o        Any other amounts that receive special tax
                                    benefits under the Code, such as premiums
                                    for group life insurance (but only to the
                                    extent such premiums are not includable in
                                    the gross income of the Participant).

         (15)     COMPENSATION DEFERRALS: Base Salary Deferrals and Bonus
                  Deferrals.

         (16)     COMPENSATION DEFERRALS ACCOUNT: A hypothetical account for
                  each Participant to which is credited his Compensation
                  Deferrals pursuant to Section 3.1, and which is credited with
                  (or debited for) such account's allocation of net income (or
                  net loss) as provided in Section 4.3.

         (17)     DIRECTORS: The Board of Directors of Dell Computer
                  Corporation.

         (18)     DISABILITY: A physical or mental condition which, as
                  determined in the sole discretion of the Committee, totally
                  and presumably permanently prevents a Participant from
                  engaging in any substantial or gainful employment; provided,
                  however, that an individual shall be deemed to be disabled if
                  he is determined to be disabled under the terms of the Dell
                  Computer Corporation 401(k) Plan.

         (19)     EFFECTIVE DATE: January 1, 2001, except as otherwise provided
                  herein.

         (20)     ELECTION DATE: (i) With respect to Base Salary, January 1st of
                  each Plan Year, or such earlier date as may be designated by
                  the Committee, and (ii) with respect to


                                       -5-
<PAGE>   10

                  Bonuses, two weeks prior to the last day of the Company's
                  third fiscal quarter, or such earlier date as may be
                  designated by the Committee.

         (21)     EMPLOYEE: Any individual on the payroll of an Employer (i)
                  whose wages from the Employer are subject to withholding for
                  purposes of Federal income taxes and for purposes of the
                  Federal Insurance Contributions Act, (ii) who is included
                  within a "select group of management or highly compensated
                  employees," as such term is used in ERISA Section 401(a)(1),
                  and (iii) who is designated by the Committee as eligible to
                  participate in this Plan.

         (22)     EMPLOYER OR PARTICIPATING EMPLOYER: The Company and any
                  Affiliate of the Company to the extent that (i) an Employee of
                  such Affiliate is a Participant hereunder and (ii) the
                  Affiliate has adopted the Plan in accordance with the
                  provisions of Article XI.

         (23)     ERISA: Public Law No. 93-406, the Employee Retirement Income
                  Security Act of 1974, as amended from time to time.

         (24)     INVESTMENT FUND(S): The investment fund(s) designated by the
                  Committee from time to time for the hypothetical investment of
                  a Participant's Accounts pursuant to Article V.

         (25)     PARTICIPANT: An Employee participating in the Plan in
                  accordance with the provisions of Section 2.1.

         (26)     PLAN: The Dell Computer Corporation Deferred Compensation
                  Plan, as amended from time to time.

         (27)     PLAN YEAR: The twelve-consecutive month period commencing
                  January 1 of each year.

         (28)     RETIREMENT DATE: The date upon which a Participant attains
                  sixty-five years of age.

         (29)     TRUST OR TRUST FUND: The fund consisting of funds, investments
                  and properties, if any, held pursuant to the provisions of the
                  Trust Agreement, together with all income, profit, and
                  increments thereto.

         (30)     TRUST AGREEMENT: The Dell Computer Corporation Deferred
                  Compensation Trust, entered into between the Company and the
                  Trustee pursuant to Section 10.3, as such agreement may be
                  amended from time to time.

         (31)     TRUSTEE: The corporation, individual or individuals appointed
                  by the Directors to administer the Trust Fund in accordance
                  with the terms of the Trust Agreement.

         (32)     UNFORESEEABLE FINANCIAL EMERGENCY: An unexpected need of the
                  Participant for cash, which (i) arises from an illness,
                  casualty loss, sudden financial reversal, or such other
                  unforeseeable occurrence that is caused by an event beyond the
                  control of the Participant, (ii) would result in severe
                  financial hardship to the Participant if his Compensation
                  Deferral election was not canceled pursuant to Section 3.1(c)
                  or if a


                                       -6-
<PAGE>   11
                  withdrawal pursuant to Section 7.1 was not permitted, and
                  (iii) is not reasonably satisfiable from other resources of
                  the Participant. Cash needs arising from foreseeable events,
                  such as the purchase of a house or education expenses for
                  children, shall not be considered to be the result of an
                  Unforeseeable Financial Emergency.

         (33)     VALUATION DATES: Each day the New York Stock Exchange is open
                  for business.

         (34)     VESTED INTEREST: The percentage of a Participant's Accounts
                  that, pursuant to Article VI, is vested.

         (35)     VESTING SERVICE: With respect to each Participant, "Vesting
                  Service" as defined and credited under the Dell Computer
                  Corporation 401(k) Plan.

1.2      NUMBER AND GENDER. Wherever appropriate herein, words used in the
         singular shall be considered to include the plural, and words used in
         the plural shall be considered to include the singular. The masculine
         gender, where appearing in the Plan, shall be deemed to include the
         feminine gender.

1.3      HEADINGS. The headings of Articles and Sections herein are included
         solely for convenience, and if there is any conflict between such
         headings and the text of the Plan, the text shall control.

                                   ARTICLE II.
                                  PARTICIPATION

2.1      PARTICIPATION.

         (a)      Prior to the first day of each Plan Year, the Committee, in
                  its sole discretion, shall select and notify those Employees
                  who are newly eligible to become Participants as of such date.
                  Any such eligible Employee may become a Participant on such
                  date or on the first day of any subsequent Plan Year (with
                  respect to Base Salary deferrals) or as of the first day of
                  any Bonus Year (with respect to Bonus deferrals) by executing
                  and filing with the Committee, prior to the applicable
                  Election Date, the enrollment form prescribed by the
                  Committee.

         (b)      Notwithstanding Subsection (a) above, if an individual is
                  designated by the Committee as an Employee following the first
                  day of a Plan Year (with respect to Base Salary deferrals) or
                  prior to the Election Date for a Bonus Year (with respect to
                  Bonus deferrals), such eligible Employee may elect to become a
                  Participant as follows:

                  (1)      with respect to Base Salary deferrals, by filing an
                           election with the Committee during the thirty
                           (30)-day period commencing on the date of such
                           selection or prior to the Election Date for any
                           subsequent Plan Year; and

                  (2)      with respect to Bonus deferrals, by filing an
                           election with the Committee during the thirty
                           (30)-day period commencing on the date of such
                           selection or prior to the Election Date for any
                           subsequent Bonus Year, provided,


                                       -7-
<PAGE>   12
                           however, that an individual designated as an Employee
                           after the first day of the fourth fiscal quarter of
                           the Company shall not be permitted to file an
                           election for such Bonus Year.

         (c)      Once an individual has been designated as an Employee and
                  commences Plan participation, he shall remain a Participant
                  eligible to participate in the Plan each Plan Year or Bonus
                  Year until his participation is terminated in accordance with
                  Section 2.2 or the Committee terminates his designation as an
                  Employee under this Plan.

2.2      TERMINATION OF PARTICIPATION. Notwithstanding any provision herein to
         the contrary, an individual who has become or is entitled to become a
         Participant of the Plan shall cease to be or be entitled to be a
         Participant effective as of the earliest to occur of (1) the date the
         Participant is no longer employed by the Company or (2) any earlier
         date designated by the Committee and communicated to the affected
         individual prior to the effective date of such action.

2.3      REEMPLOYMENT OF A PARTICIPANT. A Participant who terminates employment
         with the Company and is subsequently rehired by the Company shall not
         be entitled to commence or continue participation in the Plan unless
         and until he is again eligible to become a Participant in accordance
         with Section 2.1. In the case of such a rehired Participant, his
         recommencement of Plan participation, if any, shall be considered as
         his initial commencement of participation for purposes of the Plan.

                                  ARTICLE III.
                                  CONTRIBUTIONS

3.1      PARTICIPANT COMPENSATION DEFERRALS. Each Participant may elect to defer
         a portion of his Compensation in accordance with this Section.
         Compensation not deferred by a Participant pursuant to this Section
         shall, for purposes of this Plan, be received by such Participant in
         cash.

         (a)      BASE SALARY DEFERRALS.

                  (1)      Each Participant may elect to defer receipt of an
                           integral percentage of from 1% to 50% of his Base
                           Salary for any Plan Year under the Plan as Base
                           Salary deferrals. Notwithstanding the preceding, the
                           Committee may, by resolution, provide that the
                           maximum deferral limit for certain groups of
                           Participants shall be less than fifty percent (50%).
                           Such election must be made in the form and within the
                           time period required by the Committee.

                  (2)      A Participant's election to defer Base Salary for any
                           Plan Year under the Plan must be made on or prior to
                           the Election Date for Base Salary deferrals.

                  (3)      If an Employee becomes initially eligible under the
                           Plan following an Election Date, he may make an
                           election to defer Base Salary for the remaining
                           portion of the Plan Year by filing an election within
                           the thirty (30) day period following the date of his
                           initial eligibility.


                                       -8-
<PAGE>   13

                  (4)      A Participant's election to make Base Salary
                           deferrals shall become effective as of the Election
                           Date coincident with or next following the date such
                           Participant executes and files with the Committee the
                           form described in Paragraph (1) above.
                           Notwithstanding the foregoing, if a Participant is
                           selected as initially eligible under the Plan
                           following an Election Date, such Participant's
                           election to make Base Salary deferrals shall become
                           effective as soon as administratively feasible
                           following the date such election is received by the
                           Committee; provided, however, that such election
                           shall apply no earlier than the first day of the
                           payroll period coincident with or next such date.

                  (5)      The reduction of a Participant's Base Salary pursuant
                           to this election shall be effected by Base Salary
                           reductions as of each payroll period within the
                           election period.

                  (6)      A Participant shall be deemed to have elected the
                           same Base Salary deferral percentage pursuant to this
                           Subsection for a Plan Year that was in effect for the
                           immediately preceding Plan Year unless such
                           Participant elects a new deferral percentage for the
                           Plan Year in accordance with Paragraph (1) or cancels
                           his Base Salary deferrals for the Plan Year in
                           accordance with Subsection (c) below.

         (b)      BONUS DEFERRALS.

                  (1)      Effective as of January 1, 2000, each Participant may
                           elect to defer receipt of an integral percentage of
                           from 1% to 100% of his Bonus for any Bonus Year under
                           the Plan as Bonus deferrals. Such election must be
                           made in the form and within the time period required
                           by the Committee. Notwithstanding any provision
                           hereof, the portion of a Participant's Bonus which is
                           deferred pursuant to this Subsection shall be subject
                           to withholding for applicable payroll taxes (i.e.,
                           amounts required to be withheld under Code Section
                           3121(v)) and such taxes shall be netted from the
                           portion of his Bonus deferred hereunder.

                  (2)      A Participant's election to defer Bonus under the
                           Plan must be made on or prior to the Election Date
                           for Bonus deferrals, and such election shall be
                           irrevocable for such Bonus Year.

                  (3)      If an Employee becomes initially eligible under the
                           Plan following an Election Date, he may make an
                           election to defer a designated portion of his Bonus
                           for the entire Bonus Year by filing an election
                           within the thirty (30)-day period following the date
                           of his initial eligibility, and such election shall
                           be irrevocable for such Bonus Year. Notwithstanding
                           the preceding, an Employee who becomes initially
                           eligible to participate in the Plan after the first
                           day of the fourth quarter of the Company's fiscal
                           year shall not be permitted to make a deferral
                           election with respect to any portion of the Bonus
                           received during such Bonus Year.


                                       -9-
<PAGE>   14

                  (4)      The reduction of a Participant's Bonus pursuant to
                           this election shall be effected at the time such
                           Bonus is paid to such Participant in one lump sum
                           deferral.

                  (5)      A Participant's election to defer a Bonus during a
                           Bonus Year shall not apply to a Bonus paid during any
                           subsequent Bonus Year.

         (c)      CANCELLATION OF BASE SALARY DEFERRAL ELECTION.

                  (1)      A Participant may cancel his Base Salary Deferral
                           election effective as of the first day of any
                           subsequent payroll period by executing and filing
                           with the Committee the form prescribed by the
                           Committee within the minimum time period prescribed
                           by the Committee. Notwithstanding the preceding, the
                           Committee shall have the right, in its sole
                           discretion, to decline to accept the termination of a
                           Participant's Base Salary Deferral election. An
                           individual described in the preceding sentence may
                           again elect to make Base Salary Deferrals hereunder
                           in accordance with Subsection (a)(1) above.

                  (2)      Upon application by the Participant, in the event
                           that the Committee determines that the Participant
                           has suffered an Unforeseeable Financial Emergency,
                           all the Participant's Compensation Deferral
                           election(s) then in effect shall be canceled as soon
                           as administratively practicable after such
                           determination. If the Participant's Compensation
                           Deferral election is so canceled, the Participant may
                           again elect to defer a percentage of his Compensation
                           effective as of any subsequent Election Date that is
                           at least twelve (12) months after the effective date
                           of such cancellation by complying with the procedural
                           requirements set forth in Subsection (a)(1) or
                           (b)(1), as applicable.

         (d)      ONGOING ELECTION. A Participant's election to make Base Salary
                  Deferrals shall remain in force and effect while he is a
                  Participant unless and until such deferrals cease in
                  accordance with the provisions of Subsection (c) above or such
                  Participant terminates participation in the Plan pursuant to
                  Section 2.2.

         (e)      CREDITING OF DEFERRALS. Compensation Deferrals made by a
                  Participant shall be credited to such Participant's
                  Compensation Deferrals Account as of a date determined in
                  accordance with procedures established from time to time by
                  the Committee.

         (f)      COMMITTEE LIMITATION ON COMPENSATION DEFERRALS.
                  Notwithstanding the preceding, the Committee may, in its sole
                  discretion, limit (i.e., reduce or terminate) the Compensation
                  Deferral election or Bonus Deferral election for any
                  Participant or group of Participants.

3.2      COMPANY CREDITS. As of any date or dates selected by the Company, the
         Company may credit a Participant's Company Credits Account with an
         amount, if any, as the Company in its sole discretion shall determine.
         Such credits may be made on behalf of some Participants but not others,
         and such credits may vary in amount among individual Participants.


                                      -10-
<PAGE>   15

                                  ARTICLE IV.
                       ALLOCATIONS TO PARTICIPANT ACCOUNTS

4.1      INDIVIDUAL ACCOUNTS. The Committee shall create and maintain adequate
         records to disclose the interest hereunder of each Participant, former
         Participant and Beneficiary. Such records shall be in the form of
         individual accounts and credits and debits shall be made to such
         accounts in the manner herein described.

4.2      INVESTMENT OF ACCOUNTS. The Committee shall allocate earnings and
         losses to each Participant's Accounts according to the hypothetical
         investments made by a Participant pursuant to the terms of Article V.

4.3      ALLOCATION OF NET INCOME OR LOSS AND CHANGES IN VALUE.

         (a)      As of each Valuation Date, the Committee shall determine the
                  fair market value and the net income (or net loss) of each
                  Investment Fund for the period elapsed since the next
                  preceding Valuation Date. The net income (or net loss) of each
                  Investment Fund since the next preceding Valuation Date shall
                  be ascertained by the Committee in such manner as it deems
                  appropriate, which may include expenses, if any, of
                  administering the Investment Fund, the Trust, and the Plan.

         (b)      For purposes of allocations of net income (or net loss), each
                  Participant's Accounts shall be divided into subaccounts to
                  reflect the hypothetical investment of such Participant's
                  Accounts in a particular Investment Fund or Investment Funds
                  pursuant to Article V. As of each Valuation Date, the net
                  income (or net loss) of each Investment Fund, separately and
                  respectively, shall be allocated among the corresponding
                  subaccounts of the Participants who had such corresponding
                  subaccounts invested in such Investment Fund since the next
                  preceding Valuation Date, and each such corresponding
                  subaccount shall be credited with (or debited for) that
                  portion of such net income (or net loss) that the value of
                  each such corresponding subaccount on such next preceding
                  Valuation Date was of the value of all such corresponding
                  subaccounts on such date; provided, however, that the value of
                  such subaccounts as of the next preceding Valuation Date shall
                  be reduced by the amount of any distributions made therefrom
                  since the next preceding Valuation Date.

         (c)      So long as there is any balance in any Account, such Account
                  shall continue to receive allocations pursuant to this
                  Section.

                                   ARTICLE V.
                       HYPOTHETICAL INVESTMENT OF ACCOUNTS

5.1      HYPOTHETICAL INVESTMENT OF ACCOUNTS. The Committee shall from time to
         time select, add, and/or delete Investment Funds for purposes of the
         hypothetical investment of Participants' Accounts. For purposes of
         allocating earnings and losses and valuation of each Participant's
         Accounts, each Participant's Accounts shall be deemed to be invested in
         the Investment Funds. The Committee shall designate which Investment
         Fund or Funds the Participant's Accounts shall be deemed to be
         invested. The preceding notwithstanding, the Committee may, in its
         discretion, permit one or more Participants, or any group of
         Participants, to direct


                                      -11-
<PAGE>   16
         the hypothetical investment of all or any portion of their Accounts in
         accordance with Section 5.2.

5.2      DESIGNATION OF INVESTMENT FUNDS.

         (a)      Each Participant shall designate, in accordance with the
                  procedures established from time to time by the Committee, the
                  manner in which the amounts credited to his Accounts over
                  which he has been given investment discretion by the Committee
                  shall be deemed to be invested from among the Investment
                  Funds. Such Participant may designate one of such Investment
                  Funds for the hypothetical investment of all the amounts
                  credited to such Accounts, or he may split the hypothetical
                  investment of the amounts credited to such Accounts between
                  such Investment Funds in such increments as the Committee may
                  prescribe. If a Participant fails to make a proper
                  designation, then his Accounts shall be deemed to be invested
                  in the Investment Fund or Investment Funds designated by the
                  Committee from time to time.

         (b)      A Participant may change his hypothetical investment
                  designation for future amounts to be credited to the portion
                  of his Accounts over which he has been given investment
                  discretion by the Committee. Any such change shall be made in
                  accordance with the procedures established by the Committee,
                  and the frequency of such changes may be limited by the
                  Committee.

         (c)      If the Committee elects to establish a hypothetical investment
                  fund that holds shares of the Company's common stock, a
                  Participant may elect to invest his Accounts in such fund. The
                  Committee may in its sole discretion refuse to recognize
                  Participant elections that it determines may cause the
                  Participant's Accounts to become subject to the short-swing
                  profit provisions of Section 16b of the Securities Exchange
                  Act of 1934 and establish special election procedures for
                  Participants subject to Section 16 of such Act.

         (d)      A Participant's hypothetical investment selections pursuant to
                  the immediately preceding paragraph shall be made solely for
                  purposes of crediting earnings and/or losses to his Accounts
                  under Section 4.3 of this Plan. The Committee shall not, in
                  any way, be bound to actually invest any amounts set aside
                  pursuant to Article X below to satisfy its obligations under
                  this Plan in accordance with such selections.

                                  ARTICLE VI.
                                 VESTED INTEREST

6.1      VESTING OF COMPENSATION DEFERRALS ACCOUNT. A Participant shall have a
         100% Vested Interest in his Compensation Deferrals Account at all
         times.

6.2      VESTING OF COMPANY CREDITS ACCOUNT.

         (a)      A Participant shall acquire a Vested Interest in his Company
                  Credits Account as such Participant completes years of Vesting
                  Service in accordance with the following schedule:


                                      -12-
<PAGE>   17

<TABLE>
<CAPTION>
                                YEARS OF VESTING SERVICE                         VESTED INTEREST
                                ------------------------                         ---------------
<S>                                                                             <C>
                                    Less than 1 year                                    0%
                                         1 year                                        20%
                                         2 years                                       40%
                                         3 years                                       60%
                                         4 years                                       80%
                                     5 years or more                                  100%
</TABLE>

         (b)      Notwithstanding Subsection (a) above, a Participant shall have
                  a 100% Vested Interest in his Company Credits Account upon the
                  earliest to occur of (i) the attainment of such Participant's
                  Retirement Date while employed by the Company, (ii) the death
                  of such Participant while employed by the Company, (iii) the
                  date such Participant becomes Disabled, or (iv) any earlier
                  date designated by the Committee in its sole discretion.

6.3      FORFEITURES. A Participant who terminates employment with the Company
         and its Affiliates with a Vested Interest in his Company Credits
         Account that is less than 100% shall forfeit to the Company the
         nonvested portion of such Account as of the date of such termination.

                                  ARTICLE VII.
                        IN-SERVICE WITHDRAWALS AND LOANS

7.1      IN-SERVICE WITHDRAWALS.

         (a)      Except as provided in Subsections (b) through (d) below, no
                  in-service withdrawals shall be permitted under the Plan, and
                  Participants shall not be permitted to make withdrawals from
                  the Plan prior to a termination of employment with the Company
                  and its Affiliates.

         (b)      In the event that the Committee, upon written petition of the
                  Participant, determines in its sole discretion that the
                  Participant has suffered an Unforeseeable Financial Emergency,
                  the Participant shall be entitled to withdrawal from his
                  Compensation Deferrals Account an amount not to exceed the
                  lesser of (i) the amount determined by the Committee as
                  necessary to meet the Participant's needs created by the
                  Unforeseeable Financial Emergency or (ii) the Vested Interest
                  in the Participant's Accounts. Such benefit shall be paid in a
                  single lump sum payment as soon as administratively
                  practicable after the Committee has made its determination
                  with respect to the availability and amount of such
                  withdrawal. If the Participant's Accounts are deemed to be
                  invested in more than one Investment Fund, such withdrawal
                  shall be made pro rata from each Investment Fund in which such
                  Accounts are deemed to be invested. This Subsection shall not
                  be applicable to the Participant following his termination of
                  employment with the Company and its Affiliates, and in the
                  event of such termination the amounts credited to the
                  Participant's Accounts shall be payable to him only in
                  accordance with Article VIII.

         (c)      A Participant may at any time make an irrevocable election,
                  effective as of the first day of the next Plan Year, to have
                  all or a portion of the Vested Interest in his Accounts,
                  determined as of the date his election is made, paid to him on
                  a fixed date


                                      -13-
<PAGE>   18
                  specified in such election, which shall be at least two (2)
                  years following the date that such election is submitted to
                  the Committee in writing. The amount of the payment pursuant
                  to this irrevocable election shall be stated in the election
                  and shall be a fixed dollar amount, and shall not be adjusted
                  for earnings or losses following such election date. Once an
                  in-service distribution election has been filed with the
                  Committee, it may be extended to provide that the distribution
                  shall be made on a date which is subsequent to the original
                  distribution date; provided, however, that a Participant may
                  not elect to extend his distribution date during the two (2)
                  year period immediately preceding the designated distribution
                  date. A Participant may have only one election hereunder
                  outstanding at any time. Notwithstanding the preceding, if the
                  Participant terminates employment prior to the designated
                  payment date, his election shall be terminated and his
                  Accounts shall be distributed as provided in Section 8.4
                  below.

         (d)      In the event that the Committee, upon written petition of the
                  Participant, determines in its sole discretion that the
                  Participant has a Disability, the Participant shall be
                  entitled to a distribution in accordance with Article VIII.

7.2      INVOLUNTARY DISTRIBUTIONS. Notwithstanding anything contained in the
         Plan to the contrary, if at any time any Participant is finally
         determined by the Internal Revenue Service or the U.S. Department of
         Labor not to qualify as a member of a select group of "management or
         highly compensated employees" as such term is used in ERISA Section
         401(a)(1), the Committee may, in its sole discretion, immediately
         distribute in one lump sum to such Participant his vested account under
         the Plan. A final determination of the Internal Revenue Service or the
         U.S. Department of Labor shall be a decision rendered by the Internal
         Revenue Service or the U.S. Department of Labor which is no longer
         subject to administrative appeal within such agency. In addition, the
         Committee may, in its exclusive and sole discretion, cause the Plan to
         make a distribution to a Participant during a Plan Year in order to
         cause the Participant to have sufficient taxable compensation to
         satisfy the annual addition requirements of Code Section 415 with
         respect to any qualified retirement plans maintained by the Company
         during such Plan Year.

7.3      NO LOANS. Participants shall not, at any time, be permitted to borrow
         from the Plan or Trust Fund.

                                 ARTICLE VIII.
                                 PLAN BENEFITS

8.1      PLAN BENEFIT. A Participant's Plan benefit shall be the value of his
         Accounts determined as of the Valuation Date immediately preceding the
         time of payment of such Accounts in accordance with Section 8.3.

8.2      EVENTS ENTITLING PAYMENT OF BENEFIT. A Participant's benefit shall
         become payable upon the earliest to occur of the following events:

         (a)      A termination of the Participant's employment with the Company
                  and its Affiliates for any reason;

         (b)      The death of the Participant;


                                      -14-
<PAGE>   19

         (c)      A determination by the Committee that the Participant has a
                  Disability; or

         (d)      A Change of Control.

         A Participant's benefit shall equal the Participant's Vested Interest
         in his Accounts as of the Valuation Date next preceding the date the
         payment of such benefit is to be paid or commence pursuant to Section
         8.3.

8.3      PAYEE AND TIME OF PAYMENT. Payment of a Participant's benefit shall be
         paid or commence as soon as administratively practicable following the
         Section 8.2 event triggering payment. The Participant's benefit shall
         be paid to the Participant, unless the Section 8.2 triggering event is
         the death of the Participant, in which case the Participant's benefit
         shall be paid to the Participant's designated beneficiary as provided
         in Section 8.5.

8.4      ALTERNATIVE FORMS OF BENEFIT PAYMENTS.

         (a)      A Participant's benefit under the Plan shall be paid in cash
                  in one of the following forms:

                  (1)      A single lump sum payment; or

                  (2)      Monthly, quarterly or annual installment payments for
                           a term certain not to exceed ten years payable to
                           such Participant or, in the event of such
                           Participant's death prior to the end of such term
                           certain, to his designated beneficiary as provided in
                           Section 8.5.

         (b)      A Participant must elect one of the forms of payment listed in
                  Subsection 8.4(a) above on or before the date he first becomes
                  a Participant of the Plan pursuant to Article II. Except as
                  provided in Subsection 8.4(c) below, such election shall be
                  irrevocable by the Participant and shall remain in effect for
                  all periods of a Participant's participation in the Plan. In
                  the event a Participant fails to elect timely the form in
                  which his benefit payments are to be made, such benefit
                  payments shall be deemed to have been elected by such
                  Participant to be in the form of a single lump sum payment.

         (c)      A Participant may shall be entitled to change his elected form
                  of benefit payment under Subsection 8.4(a) above with respect
                  to all amounts allocated to his Accounts (i.e., both existing
                  and future allocations) as of each January 1st. Such change
                  shall be made prior to each such January 1st and shall be
                  effective as of the subsequent January 1st. If a triggering
                  event described in Section 8.2 occurs during the Plan Year
                  following the Committee's receipt of an election to change
                  distribution forms, such election shall be deemed to be null
                  and void and the immediately preceding election shall apply to
                  the Participant's distribution. A Participant who does not
                  elect to change his current elected (or deemed elected) form
                  of benefit payment with respect to future allocations to such
                  Participant's Accounts as of any such January 1 shall not be
                  entitled to change his elected form of benefit until the
                  subsequent January 1st. If a Participant elected to receive
                  his benefit payment in one or more different forms of payment
                  prior to January 1, 2000, such Participant shall receive his
                  distribution pursuant to the most recent form of distribution
                  elected by the


                                      -15-
<PAGE>   20

                  Participant; provided, however, if no such election is on file
                  with the Committee, his distribution shall be made in the form
                  elected of a single lump sum payment, unless such Participant
                  elects to file a new election under Subsection (a) above.

         (d)      If a Participant dies prior to the date the payment of his
                  benefit begins or is completed, such benefit shall be paid to
                  such Participant's beneficiary designated in accordance with
                  Section 8.5 in a single lump payment, notwithstanding any
                  other form of payment elected by such Participant.

         (e)      The preceding Subsections notwithstanding, if the Section 8.2
                  event triggering payment of a Participant's benefit is a
                  Change of Control, such benefit shall be paid to such
                  Participant in a single lump sum cash payment as soon as
                  administratively practicable after such Change of Control.

         (f)      Notwithstanding any provision of the Plan to the contrary, the
                  Committee may, in its sole and absolute discretion, distribute
                  a Participant's benefit in the form of a single lump sum
                  payment notwithstanding any other form of distribution elected
                  by the Participant.

8.5      DESIGNATION OF BENEFICIARIES.

         (a)      Each Participant shall have the right to designate the
                  beneficiary or beneficiaries to receive payment of his benefit
                  in the event of his death. Each such designation shall be made
                  by executing the beneficiary designation form prescribed by
                  the Committee and filing such form with the Committee during
                  the life of such Participant. Any such beneficiary designation
                  may be changed at any time by execution and filing of a new
                  designation in accordance with this Subsection. The preceding
                  notwithstanding, (i) if a Participant has designated his
                  spouse as his beneficiary, such designation shall be void and
                  of no effect upon the divorce of the Participant and such
                  spouse, unless the Participant notifies the Committee to the
                  contrary in writing after the date of such divorce, and (ii)
                  if a Participant who is married on the date of his death has
                  designated an individual or entity other than his surviving
                  spouse as his beneficiary, such designation shall not be valid
                  unless (a) such surviving spouse has consented thereto in
                  writing, and such consent (1) acknowledges the effect of such
                  specific designation, (2) either consents to the specific
                  designated beneficiary (which designation may not subsequently
                  be changed by the Participant without spousal consent) or
                  expressly permits such designation by the Participant without
                  the requirement of further consent by such spouse, and (3) is
                  witnessed by a Plan representative (other than the
                  Participant) or a notary public or (b) the consent of such
                  spouse cannot be obtained because such spouse cannot be
                  located or because of other circumstances that the Committee
                  in its discretion determines warrants a waiver of such
                  consent. Any such consent by such surviving spouse shall be
                  irrevocable.

         (b)      If at the time of the death of the Participant no designated
                  beneficiary is on file with the Committee, or such beneficiary
                  designation is not valid or effective for any reason as
                  determined by the Committee, then the designated beneficiary
                  or beneficiaries to receive such benefit shall be as follows:


                                      -16-
<PAGE>   21

                  (1)      If a Participant has a surviving spouse at the time
                           of such Participant's death, his designated
                           beneficiary shall be such surviving spouse;

                  (2)      If a Participant has no surviving spouse at the time
                           of such Participant's death, his designated
                           beneficiary shall be such Participant's executor or
                           administrator or, if there is no administration of
                           such Participant's estate, his heirs at law.

8.6      PAYER OF BENEFITS. To the extent the Trust Fund has sufficient assets,
         the Trustee shall pay benefits to Participants or their beneficiaries,
         except to the extent the Company pays the benefits directly. To the
         extent the Trustee does not or cannot pay benefits out of the Trust
         Fund, the benefits shall be paid by the Company. Any benefit payments
         made to a Participant or for his benefit pursuant to any provision of
         the Plan shall be debited to such Participant's Accounts. All benefit
         payments shall be made in cash.

8.7      UNCLAIMED BENEFITS. In the case of a benefit payable to or on behalf of
         a Participant, if the Committee after a reasonable search is unable to
         locate the Participant or beneficiary to whom such benefit is payable,
         upon the Committee's determination thereof, such benefit shall be
         forfeited to the Company. The Committee shall adopt procedures
         concerning the process that will be followed to locate a Participant or
         beneficiary under this Section. Notwithstanding the foregoing, if
         subsequent to any such forfeiture the Participant or beneficiary to
         whom such benefit is payable makes a valid claim for such benefit
         within a reasonable (as determined by and in the discretion of the
         Committee) period of time following the date such benefit became
         payable, such forfeited benefit shall be payable pursuant to the Plan
         provisions.

                                  ARTICLE IX.
                             ADMINISTRATION OF PLAN

9.1      APPOINTMENT OF COMMITTEE. The general administration of the Plan shall
         be vested in the Committee, which shall be appointed by the Directors
         and shall consist of one or more persons. Any individual, whether or
         not an employee of the Company, is eligible to become a member of the
         Committee.

9.2      TERM, VACANCIES, RESIGNATION, AND REMOVAL. Each member of the Committee
         shall serve until he resigns, dies, or is removed by the Directors. At
         any time during his term of office, a member of the Committee may
         resign by giving written notice to the Directors and the Committee,
         such resignation to become effective upon the appointment of a
         substitute member or, if earlier, the lapse of thirty days after such
         notice is given as herein provided. At any time during his term of
         office, and for any reason, a member of the Committee may be removed by
         the Directors with or without cause, and the Directors may in their
         discretion fill any vacancy that may result therefrom. Any member of
         the Committee who is an employee of the Company shall automatically
         cease to be a member of the Committee as of the date he ceases to be
         employed by the Company and its Affiliates.

9.3      SELF-INTEREST OF COMMITTEE MEMBERS. No member of the Committee shall
         have any right to vote or decide upon any matter relating solely to
         himself under the Plan (including, without limitation, Committee
         decisions under Article II) or to vote in any case in which his


                                      -17-
<PAGE>   22

         individual right to claim any benefit under the Plan is particularly
         involved. In any case in which a Committee member is so disqualified to
         act and the remaining members cannot agree, the Directors shall appoint
         a temporary substitute member to exercise all the powers of the
         disqualified member concerning the matter in which he is disqualified.

9.4      COMMITTEE POWERS AND DUTIES. The Committee shall administer and enforce
         the Plan according to the terms and provisions hereof and shall have
         all powers necessary to accomplish these purposes, including, but not
         by way of limitation, the complete and absolute discretion to construe
         all provisions of the Plan and make all factual determinations and the
         right, power, authority, and duty:

         (a)      To make rules, regulations, and bylaws for the administration
                  of the Plan that are not inconsistent with the terms and
                  provisions hereof, and to enforce the terms of the Plan and
                  the rules and regulations promulgated thereunder by the
                  Committee;

         (b)      To construe in its sole discretion all terms, provisions,
                  conditions, and limitations of the Plan;

         (c)      To correct any defect or to supply any omission or to
                  reconcile any inconsistency that may appear in the Plan in
                  such manner and to such extent as it shall deem in its
                  discretion expedient to effectuate the purposes of the Plan;

         (d)      To employ and compensate such accountants, attorneys,
                  investment advisors, and other agents, employees, and
                  independent contractors as the Committee may deem necessary or
                  advisable for the proper and efficient administration of the
                  Plan;

         (e)      To determine in its sole discretion all questions relating to
                  eligibility;

         (f)      To establish or designate Investment Funds as provided in
                  Article V;

         (g)      To determine whether and when there has been a termination of
                  a Participant's employment with the Company and its
                  Affiliates, and the reason for such termination;

         (h)      To make a determination in its sole discretion as to the right
                  of any person to a benefit under the Plan and to prescribe
                  procedures to be followed by distributees in obtaining
                  benefits hereunder; and

         (i)      To receive and review reports from the Trustee as to the
                  financial condition of the Trust Fund, including its receipts
                  and disbursements.

9.5      CLAIMS REVIEW.

         (a)      In any case in which a claim for Plan benefits of a
                  Participant or beneficiary is denied or modified, the
                  Committee shall furnish written notice to the claimant within
                  ninety days (or within 180 days if additional information
                  requested by the Committee necessitates an extension of the
                  ninety-day period and, in which case, the claimant shall be
                  informed of such extension prior to the end of the initial
                  ninety-day period), which notice shall:


                                      -18-
<PAGE>   23

                  (1)      State the specific reason or reasons for the denial
                           or modification;

                  (2)      Provide specific reference to pertinent Plan
                           provisions on which the denial or modification is
                           based;

                  (3)      Provide a description of any additional material or
                           information necessary for the Participant, his
                           beneficiary, or representative to perfect the claim
                           and an explanation of why such material or
                           information is necessary; and

                  (4)      Explain the Plan's claim review procedure as
                           contained herein.

         (b)      In the event a claim for Plan benefits is denied or modified,
                  if the Participant, his beneficiary, or a representative of
                  such Participant or beneficiary desires to have such denial or
                  modification reviewed, he must, within sixty days following
                  receipt of the notice of such denial or modification, submit a
                  written request for review by the Committee of its initial
                  decision. In connection with such request, the Participant,
                  his beneficiary, or the representative of such Participant or
                  beneficiary may review any pertinent documents upon which such
                  denial or modification was based and may submit issues and
                  comments in writing. Within sixty days following such request
                  for review the Committee shall, after providing a full and
                  fair review, render its final decision in writing to the
                  Participant, his beneficiary, or the representative of such
                  Participant or beneficiary stating specific reasons for such
                  decision and making specific references to pertinent Plan
                  provisions upon which the decision is based. If special
                  circumstances require an extension of such sixty-day period,
                  the Committee's decision shall be rendered as soon as
                  possible, but not later than 120 days after receipt of the
                  request for review. If an extension of time for review is
                  required, written notice of the extension shall be furnished
                  to the Participant, beneficiary, or the representative of such
                  Participant or beneficiary prior to the commencement of the
                  extension period.

         (c)      Compliance with the claims review procedures set forth in this
                  Section shall be a condition precedent to the filing of a
                  lawsuit by a Participant, his beneficiary, or any person
                  claiming through a participant or beneficiary in connection
                  with a Plan benefit, and a failure to timely exhaust the
                  administrative remedies set forth herein shall bar any such
                  proceeding in federal or state court.

9.6      COMPANY TO SUPPLY INFORMATION. The Company shall supply full and timely
         information to the Committee, including, but not limited to,
         information relating to each Participant's Compensation, age,
         retirement, death, or other cause of termination of employment and such
         other pertinent facts as the Committee may require. When making a
         determination in connection with the Plan, the Committee shall be
         entitled to rely upon the aforesaid information furnished by the
         Company or any Affiliate.

9.7      INDEMNITY. To the extent permitted by applicable law, the Company shall
         indemnify and hold harmless each member of the Committee and other
         employee of the Company or an Affiliate to whom Plan administrative
         functions have been delegated by the Committee against any and all
         expenses and liabilities arising out of such individual's
         administrative functions or fiduciary responsibilities under or
         incident to the Plan, including any expenses


                                      -19-
<PAGE>   24
         and liabilities that are caused by or result from an act or omission
         constituting the negligence of such individual in the performance of
         such functions or responsibilities, but excluding expenses and
         liabilities that are caused by or result from such individual's own
         gross negligence or willful misconduct. Expenses against which such
         individual shall be indemnified hereunder shall include, without
         limitation, the amounts of any settlement or judgment, costs, counsel
         fees, and related charges reasonably incurred in connection with a
         claim asserted or a proceeding brought or settlement thereof.

                                   ARTICLE X.
                     PURPOSE AND UNFUNDED NATURE OF THE PLAN

10.1     PURPOSE OF PLAN. The Company intends and desires by the adoption and
         maintenance of the Plan to recognize the value to the Company of the
         past and present services of employees covered by the Plan and to
         encourage and ensure their continued service with the Company by making
         more adequate provision for their future retirement security.

10.2     UNFUNDED NATURE OF PLAN. The Plan is intended to constitute an
         unfunded, unsecured plan of deferred compensation for a select group of
         management or highly compensated employees of the Company. Further, it
         is the intention of the Company that the Plan be "unfunded" for
         purposes of the Code and Title I of ERISA. The Plan constitutes a mere
         promise by the Company to make benefit payments in the future. Plan
         benefits herein provided are to be paid out of the Company's general
         assets, and Participants shall have the status of general unsecured
         creditors of the Company.

10.3     FUNDING OF OBLIGATION.

         (a)      The adoption of this Plan and any setting aside of amounts by
                  the Employers with which to discharge their obligations
                  hereunder shall not be deemed to create a trust; legal and
                  equitable title to any funds so set aside shall remain with
                  the Employers, and any recipient of benefits hereunder shall
                  have no security or other interest in such funds. Any and all
                  funds so set aside shall remain subject to the claims of the
                  general creditors of the Employers, present and future. This
                  provision shall not require the Employers to set aside any
                  funds, but the Employers may set aside funds if they choose to
                  do so.

         (b)      The Company, in its sole discretion, may establish the Trust
                  and enter into the Trust Agreement. Any such Trust, and any
                  assets held by such Trust, to assist the Employers in meeting
                  its obligations under the Plan shall be a "rabbi trust." The
                  Employers may transfer money or other property to the Trustee,
                  and the Trustee shall pay Plan benefits to Participants and
                  their beneficiaries out of the Trust Fund unless otherwise
                  paid by the Company. In such event, the Company shall remain
                  the owner of all assets in the Trust Fund, and the assets held
                  in the Trust Fund shall be subject to the claims of Company
                  creditors if the Company becomes "insolvent" as described in
                  Subsection (c) below. No Participant or beneficiary shall have
                  any preferred claim to, or any beneficial ownership interest
                  in, any assets of the Trust Fund.


                                      -20-
<PAGE>   25

         (c)      The Company shall be considered "insolvent" if (i) the Company
                  is unable to pay its debts as they become due or (ii) the
                  Company is subject to a pending proceeding as a debtor under
                  the United Sates Bankruptcy Code (or any successor federal
                  statute).

         (d)      The chief executive officer of the Company and the Directors
                  shall each have the duty to inform the Trustee in writing if
                  the Company becomes insolvent. Such notice given under the
                  preceding sentence by any one party shall satisfy each party's
                  duty to give notice. When so informed, the Trustee shall
                  suspend payments to the Participants and beneficiaries and
                  hold the assets for the benefit of the Company's general
                  creditors. If the Trustee receives a written allegation that
                  the Company is insolvent, the Trustee shall suspend payments
                  to the Participants and beneficiaries and hold the Trust Fund
                  for the benefit of the Company's general creditors and shall
                  determine within the period specified in the Trust Agreement,
                  or, in the absence of a specified period, within a reasonable
                  period of time, whether the Company is insolvent. If the
                  Trustee determines that the Company is not insolvent, the
                  Trustee shall resume payments to the Participants and
                  beneficiaries. In the case of insolvency of the Company or any
                  Affiliate designated to participate in the Plan pursuant to
                  Section 11.1, only the assets contributed to the Trust, if
                  any, by the Company or such Affiliate, whichever is insolvent,
                  shall be subject to the claims of such insolvent entity.

         (e)      All expenses incident to the administration of the Plan and
                  Trust, including but not limited to, legal, accounting,
                  Trustee fees, and expenses of the Committee, may be paid by
                  the Company and, if not so paid, shall be paid by the Trustee
                  from the Trust Fund, if any.

         (f)      All income, profits, recoveries, contributions, forfeitures
                  and any and all moneys, securities, and properties of any kind
                  at any time received or held by the Trustee, if any, shall be
                  held for investment purposes as a commingled Trust Fund
                  pursuant to the terms of the Trust Agreement. The Committee
                  shall maintain Accounts in the name of each Participant, but
                  the maintenance of Accounts designated as Accounts of a
                  Participant shall not mean that such Participant shall have a
                  greater or lesser interest than that due him under the terms
                  of the Plan and shall not be considered as segregating any
                  funds or property from any other funds or property contained
                  in the commingled fund.

                                  ARTICLE XI.
                             PARTICIPATING ENTITIES

11.1     DESIGNATION OF PARTICIPATING ENTITIES.

         (a)      The Committee may designate any Employer as eligible to
                  participate in the Plan by written instrument delivered to the
                  Company and the designated entity. Such written instrument
                  shall specify the effective date of such designated
                  participation, may incorporate specific provisions relating to
                  the operation of the Plan that apply to the designated entity
                  only, and shall become, as to such designated entity and its
                  employees, a part of the Plan. Each designated Employer shall
                  be conclusively presumed to have consented to its designation
                  and to have agreed to be bound by the


                                      -21-
<PAGE>   26
                  terms of the Plan and any and all amendments thereto upon its
                  submission of information to the Committee required by the
                  terms of or with respect to the Plan; provided, however, that
                  the terms of the Plan may be amended so as to increase the
                  obligations of an entity only with the consent of such entity,
                  which consent shall be conclusively presumed to have been
                  given by such entity upon its submission, after receipt of
                  notice of any such amendment, of any information to the
                  Committee required by the terms of or with respect to the
                  Plan.

         (b)      Except as modified by the Committee in the written instrument
                  described in Subsection (a) above, the provisions of this Plan
                  shall be applicable with respect to each participating entity
                  separately, and amounts payable hereunder for or on behalf of
                  a Participant shall be paid by the participating entity that
                  employs such Participant.

         (c)      Any participating entity may, by appropriate action of its
                  officers without the need for approval of its board of
                  directors or noncorporate counterpart or the Committee, the
                  Company, or the Directors, terminate its participation in the
                  Plan. Moreover, the Committee may, in its discretion,
                  terminate a participating entity's Plan participation at any
                  time by giving written notice to such participating entity and
                  the Company.

                                  ARTICLE XII.
                                  MISCELLANEOUS

12.1     NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of the Plan
         shall not be deemed to be a contract between the Company and any person
         or to be consideration for the employment of any person. Nothing herein
         contained shall be deemed to give any person the right to be retained
         in the employ of the Company or to restrict the right of the Company to
         discharge any person at any time, nor shall the Plan be deemed to give
         the Company the right to require any person to remain in the employ of
         the Company or to restrict any person's right to terminate his
         employment at any time.

12.2     ALIENATION OF INTEREST FORBIDDEN. The interest of a Participant or his
         beneficiary or beneficiaries hereunder may not be sold, transferred,
         assigned, or encumbered in any manner, either voluntarily or
         involuntarily, and any attempt so to anticipate, alienate, sell,
         transfer, assign, pledge, encumber, or charge the same shall be null
         and void, nor shall the benefits hereunder be liable for or subject to
         the debts, contracts, liabilities, engagements, or torts of any person
         to whom such benefits or funds are payable, nor shall they be an asset
         in bankruptcy or subject to garnishment, attachment, or other legal or
         equitable proceedings. The preceding notwithstanding, the Committee
         shall comply with the terms and provisions of a "qualified domestic
         relations order" as defined in ERISA Section 206(d).

12.3     WITHHOLDING. All Compensation Deferrals, Company Credits, and benefit
         payments provided for hereunder shall be subject to applicable
         withholding and other deductions as shall be required of the Company
         under any applicable local, state, or federal law as such laws are
         interpreted by the Company.

12.4     AMENDMENT AND TERMINATION. The Directors have the absolute and
         unconditional right to amend the Plan at any time and may from time to
         time, in their discretion, amend, in whole or in part, any or all of
         the provisions of the Plan; provided, however, that any


                                      -22-
<PAGE>   27
         amendments to the Plan that do not have a significant cost impact on
         the Company, whether or not retroactive, may be made by the Committee;
         and provided, further, that no amendment may be made that would reduce
         a Participant's Vested Interest in the amounts credited to his Accounts
         as of the date of adoption of such amendment. The Directors have the
         absolute and unconditional right to terminate the Plan at any time on
         behalf of the Company and each participating entity. In the event that
         the Plan is terminated, notwithstanding any other form of benefit
         elected by the Participant, the balance of each Participant's Accounts
         shall be paid to such Participant or his designated beneficiary in the
         manner selected by the Committee in its discretion (notwithstanding any
         other form of benefit elected by such Participant), which may include
         the payment of a single lump sum cash payment, in full satisfaction of
         all of such Participant's or beneficiary's benefits hereunder.

12.5     SEVERABILITY. If any provision of the Plan shall be held illegal or
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining provisions hereof; instead, each provision shall be fully
         severable, and the Plan shall be construed and enforced as if said
         illegal or invalid provision had never been included herein.

12.6     GOVERNING LAWS. All provisions of the Plan shall be construed in
         accordance with the laws of the State of Texas except to the extent
         preempted by federal law.